EXHIBIT G
FIRST AMENDMENT TO
THE FOURTH AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
among
IFX CORPORATION,
UBS CAPITAL AMERICAS III, L.P.,
UBS CAPITAL LLC,
INTERNATIONAL TECHNOLOGY INVESTMENTS, LC,
XXXX XXXXXXXXXX,
XXXXXXX XXXXXX,
LSC, LLC,
JAK XXXXXXXX,
and
XXX X. XXXXX
dated as of March 6, 2003
IFX CORPORATION
FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT (this "Amendment"), is entered as of March 6, 2003, among IFX
CORPORATION, a Delaware corporation (the "Company"), UBS CAPITAL AMERICAS III,
L.P., a Jersey, Channel Islands limited partnership, and UBS CAPITAL LLC, a
Delaware limited liability company (collectively, "UBS" and together with
successors and assigns, the "Investor Stockholders"), and the Stockholders of
the Company listed on the signature page hereto, such Stockholders constituting
holders of a majority of the Common Stock on an as converted basis held by all
Stockholders.
Whereas, the Company, the Investor Stockholders and the Stockholders are parties
to that certain Fourth Amended And Restated Stockholders Agreement dated as of
June 28, 2002 (the "Stockholders Agreement"); and
Whereas, the parties hereto desire to amend certain provisions of the
Stockholders Agreement.
NOW THEREFORE, it is agreed as follows:
1. Defined Terms. Except as otherwise defined herein, capitalized terms shall
have the meaning set forth in the Stockholders Agreement.
2. Amendment to Section 2.1 of the Stockholders Agreement. Section 2.1 of the
Stockholders Agreement is hereby amended to add the following at the end
thereof:
" (g) Notwithstanding the other provisions of this Section
2.1, (i) in the event that the seat on the Board to be occupied by the
Investor Independent Representative is vacant for any reason, at the
written request of the Investor Stockholders, the Investor
Stockholders, the Stockholders and the Company shall take all actions
necessary and in accordance with applicable law to cause the individual
then designated as the Independent Representative to promptly be
removed from the Board and for such seat to remain vacant until such
time as a replacement Investor Independent Representative is elected to
the Board and (ii) in the event that the seat on the Board to be
occupied by the Independent Representative is vacant for any reason, at
the written request of Casty or ITI, the Stockholders, the Investor
Stockholders and the Company shall take all actions necessary and in
accordance with Delaware law to cause the individual then designated as
the Investor Independent Representative to promptly be removed from the
Board and for such seat to remain vacant until such time as a
replacement Independent Representative is elected to the Board."
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3. Governing Law. This Amendment shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof.
4. No Other Amendments. Except as provided herein, the Stockholders Agreement is
not otherwise modified or amended and remains in force and effect in accordance
with its terms.
5. Counterparts. This Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.
(The remainder of this page is intentionally left blank)
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IN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT TO THE FOURTH
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT as of the date set forth in the
first paragraph hereof.
IFX CORPORATION
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: CEO
UBS CAPITAL AMERICAS III, L.P.
By: UBS Capital Americas III, LLC
By: /s Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Partner
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
UBS CAPITAL LLC
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Attorney-in-Fact
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INTERNATIONAL TECHNOLOGY
INVESTMENTS, LC
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: Manager
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxxx
/s/ Xxx X. Xxxxx
----------------------------------
Xxx X. Xxxxx
LSC, LLC
By: /s/ Xxx X. Xxxxx
------------------------------
Xxx Xxxxx, Manager
/s/ Jak Xxxxxxxx
------------------------------
Jak Xxxxxxxx
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